Ventas, Inc.

Proxy Summary

At our 2026 Annual Meeting, you will be asked to vote onthree proposals. This proxy summary provides limited information regarding each proposal. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

2026 Annual Meeting Proposals

The proposals that stockholders will be asked to vote on at this meeting are as follows:

Director Nominees

Our Board has nominated 12 individuals for election as directors at the Company’s 2026 Annual Meeting. All of our director nominees are currently members of our Board of Directors. Each brings valuable skills and perspectives, informed by their background and experience, to our deliberations and is an important contributor to our Board and advisor to our management team.

Additional information regarding this proposal, the composition of our Board and our director nominees can be found in "Proposal 1: Election of Directors" beginning on page 9 of this Proxy Statement.

The second item on the agenda for the 2026 Annual Meeting is an advisory vote on our executive compensation program. Our executive compensation program reflects our philosophy that compensation should be linked to performance, align with stockholder experience and attract, retain and motivate talented employees. We benchmark our executive compensation against that of our peers to ensure that our executives’ pay is appropriate based on their roles, responsibilities and years of experience. A significant proportion of target executive compensation—more than 80% of the 2025 target compensation of our Named Executive Officers—is in the form of equity and cash incentive awards that is variable or at-risk such that an executive’s realized pay is closely tied to the Company’s performance.

At our 2025 Annual Meeting of Stockholders, our executive compensation program received the support of over 88% of votes cast and our conversations with our stockholders during 2025 indicate that our stockholders are generally supportive of our executive compensation program.

Additional information regarding our executive compensation program and this proposal can be found in "Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers" beginning on page 50 of this Proxy Statement.

Auditor

The third item on the agenda for the 2026 Annual Meeting is ratification of the selection of KPMG as our auditing firm for 2026. KPMG was first engaged to serve as our independent registered public accounting firm in July 2014. We believe that the continued retention of KPMG to serve in this role for this fiscal year is in the best interests of the Company and its stockholders.

Additional information regarding this proposal can be found in "Proposal 3: Ratification of Fiscal 2026 Auditor Selection" beginning on page 91 of this Proxy Statement.